Section 25 — Corporations Act 2001: ASIC may direct directors of a company to modify its constitution

(1) If a company registered under clause 3 of the transition provisions has not modified its constitution so that it complies with subclause 24(1) of the transition provisions by the end of the transition period, ASIC may direct, in writing, the directors of the company to: (a) take the necessary or specified steps to: (i) ensure that the company modifies its constitution so that it does comply; or (ii) ensure that the company makes the modifications to its constitution that ASIC specifies; and (b) take those steps within a specified time (which must be more than 28 days). A direction may require the directors to take steps that are inconsistent with the company’s constitution. (2) ASIC may issue a direction under subclause (1) before the end of the transition period if requested by a majority of directors of the company. (3) No civil or criminal liability arises from action taken by a director in good faith and in accordance with a direction issued under subclause (1). (4) A person contravenes this subclause if, without reasonable excuse, they contravene a direction under subclause (1). (5) A person who intentionally or recklessly contravenes a direction under subclause (1) is guilty of an offence. Penalty: 2 years imprisonment.